Bank of Montreal Closes $1.25 Billion SEC-Registered Offering of Notes

December 12, 2017

S&C client Bank of Montreal (BMO) closed an SEC-registered offering of $1,250,000,000 principal amount of the bank’s 3.803% subordinated notes due 2032 (Non-Viability Contingent Capital (NVCC)). The interest rate will reset to 1.432% above the 5-Year Mid-Swap Rate on December 15, 2027. The notes would automatically convert into common shares if certain events of material financial distress occur in respect of BMO, and as such qualify as Tier 2 regulatory capital under Canadian Basel III standards. This was BMO’s first such Tier 2 offering outside of Canada.

With total assets of $710 billion as of October 31, BMO provides a broad range of retail banking, wealth management and investment banking products and solutions.

S&C acted as U.S. counsel for BMO.

The S&C team was led by Robert Buckholz, along with Mario Schollmeyer and Matthew Aulds. Eric Wang, Michael Orchowski, Michael Hogan and David Simins advised on tax matters.